In the guinea pig midbrain, a low concentration of progestin receptors is induced by estradiol. This is in contrast to the mediobasal hypothalamus which has a large number of estradiol-induced progestin receptors. Because the midbrain is an important site for the hormonal regulation of sexual behavior, we mapped the distribution of cells containing estrogen receptor- and estradiol-induced progestin receptor-immunoreactivity in that area. Estrogen receptor-immunoreactive cells are found in midbrain sites previously reported, including the midbrain central gray, the tegmentum lateral and ventral to the central gray, peripeduncular region, and parabrachial nuclei. While progestin receptor-immunoreactive cells were not detected without estradiol priming, estradiol-induced progestin receptors were found throughout the rostrocaudal extent of the midbrain central gray and adjacent tegmental area. Progestin receptor-immunoreactive cells were far fewer than estrogen receptor containing cells, had less cytoplasmic staining, and appeared restricted to the midbrain central gray, lateral and ventrolateral to the cerebral aqueduct and the adjacent tegmental area.